Terms and Conditions of Sale
1. IN THESE CONDITIONS THE FOLLOWING WORDS SHALL HAVE THE FOLLOWING MEANINGS:-
All applicable laws, statutes and regulations in any jurisdiction relating to anti-bribery and anti-corruption including, but not limited to, the UK Bribery Act 2010.
“Confirmation of Order”
The Seller’s confirmation of order form from time to time in use or other confirmation of order in writing from the Seller.
The terms and conditions set out herein including any special terms and conditions agreed in writing by the Seller and the Purchaser.
Any contract for the sale and purchase of the Goods made pursuant to these Conditions.
The location for delivery agreed by the Seller and the Purchaser (and in the absence of any agreement the Seller’s premises).
The date for delivery agreed by the Seller and the Purchaser.
Any circumstances beyond the reasonable control of the Seller, including but not limited to acts of God, fire, explosion, adverse weather conditions, flood, earthquake, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs or other industrial disputes, accidents, acts of government, lack of power and delays by Sellers or materials shortages.
In relation to the Seller, any member of its Group other than the Seller.
In relation to the Seller, the Seller, any subsidiary or holding company from time to time of the Seller, and any subsidiary from time to time of a holding company of the Seller. A reference to a “holding company” or a “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
"Intellectual Property Rights"
Any patent, utility, model, design right, registered design, know how, show how, trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing.
All actions claims demands losses (direct, indirect, consequential and loss of profit or otherwise) expenses costs actions and proceedings.
An order in writing for the Goods received by the Seller from the Purchaser.
The terms of payment in respect of the Price (and where relevant any delivery, packaging, order or handling charges) which unless otherwise stated in the Confirmation of Order shall require payment in cleared funds within 30 days of the Seller's invoice ("Due Date") to the bank account nominated in writing by the Seller.
The price of the Goods as set out in the Confirmation of Order or as otherwise stipulated in writing by the Seller.
Includes any quotation, estimate, or tender given or made by the Seller.
The articles or things or any of them described in the Confirmation of Order which the Seller has agreed to supply to the Purchaser (including any instalment).
The person, firm or company which purchases from the Seller pursuant to a Contract.
All applicable laws regarding the adoption, administration, implementation or enforcement of asset freezing measures, economic sanctions, export controls, trade embargos or other restrictive measures, including those enacted by the United States, the Council of the European Union, the member states of the European Union and the United Nations.
NGF Europe Limited, a company registered in England and Wales under number 02586467 whose registered office is at Lea Green Road, St Helens WA9 4PR.
Any day from Monday to Friday (inclusive) which is not a public or bank holiday in England.
Includes telex, cable, facsimile, and email transmissions and/or other comparable means of communication.
2. FORMATION OF CONTRACT
2.1 Any Order by the Purchaser shall be deemed an offer by the Purchaser to purchase the Goods from the Seller and may be accepted entirely at the discretion of the Seller and will only be binding on the Seller if accepted by means of the Seller’s Confirmation of Order. The Purchaser is responsible for ensuring the terms of an Order are accurate and complete. A Quotation by the Seller does not constitute any offer by the Seller to supply the Goods and the Seller reserves the right to withdraw or revise the same prior to the Seller’s issue of the Confirmation of Order.
2.2 Each Order which is so accepted shall constitute an individual legally binding Contract.
2.3 All Orders are accepted and all Contracts are made subject to these Conditions which shall override any contrary different or additional terms contained on or referred to in an Order or other documents or correspondence from the Purchaser including without limitation any standard conditions of purchase of the Purchaser or implied by custom, practice or course of dealing. No addition, alteration or substitution of these Conditions will bind the Seller or form part of any Order unless they are expressly accepted in Writing by a director of the Seller.
2.4 The Contract constitutes the entire agreement between the Seller and the Purchaser. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.5 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions shall only be binding when agreed in writing and signed by the Seller.
3. SPECIFICATION AND WARRANTY
3.1 The Seller warrants that on delivery the Goods shall:
3.1.1 conform in all material respects with any applicable specification(s) or description(s) (if any) referred to or expressly listed or set out on the face of the Confirmation of Order or as otherwise agreed in writing between the Seller and the Purchaser; and
3.1.2 be fit for any purpose held out by the Seller.
Other than those specifications or descriptions (if any) referred to or expressly listed or set out on the face of the Confirmation of Order or as may otherwise be agreed, no other specification, descriptive materials, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.
3.2 The Seller reserves the right to amend the specification of the Goods if required by any applicable or regulatory requirement and will notify the Purchaser of any such changes.
3.3 If the Goods are to be manufactured by the Seller in accordance with a specification submitted by the Purchaser, the Purchaser shall indemnify the Seller against all Loss suffered by the Seller in connection with any claim by a third party that the manufacture and/or supply of the Goods to such specification infringes the Intellectual Property Rights of any third party.
3.4 Unless otherwise agreed in writing:
3.4.1 all copyright and design rights in any drawings created by or on behalf of the Seller in the performance of the Contract; and
3.4.2 all Intellectual Property Rights in relation to the Goods and their method of manufacture shall vest in and remain the property of the Seller notwithstanding the purchase of the Goods by the Purchaser.
4. DELIVERY & RISK
4.1 The terms upon which Goods are to be delivered and the Delivery Address shall be that detailed in the Confirmation of Order or as otherwise stipulated in writing by the Seller.
4.2 The Purchaser shall store and transport the Goods in conditions that will preserve the Goods in good condition. The Purchaser shall comply with all reasonable requests made by the Seller with regard to the conditions in which the Goods are to be stored and transported.
4.3 Any time or date for delivery given by the Seller is given in good faith but is an estimate only and time shall not be of the essence of such delivery and in no circumstances will the Seller be responsible for any Loss on the Purchaser’s part relating to delivery after the Seller’s estimated date of delivery.
4.4 Subject to clause 9.3, if the Seller fails to deliver the Goods, liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods, save that the Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Purchaser’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 Risk in the Goods shall pass to the Purchaser upon delivery or if the Purchaser wrongfully fails to take delivery of the Goods at the time when the Seller tenders delivery of the Goods.
4.6 Where the Goods are to be delivered in instalments, which right the Seller reserves to itself, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as whole as repudiated.
4.7 If the Purchaser fails to take delivery of the Goods on or before the Delivery Date or fails to give the Seller adequate delivery instructions at the time stated for the delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may:
4.7.1 store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or
4.7.2 treat the Contract as repudiated by the Purchaser and sell the Goods and be entitled to be indemnified by the Purchaser for any Loss which it suffers.
4.8 The weights and/or quantities of any consignment of Goods as ascertained by the Seller from the Seller’s premises shall be prima facie evidence of the weight/quantity received by the Purchaser on delivery. The Purchaser shall not be entitled to reject the Goods if the Seller delivers up to and including 10% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Purchaser that the wrong quantity of Goods was delivered.
4.9 The Seller will replace free of charge any Goods proved to the Seller’s satisfaction to have been damaged in transit provided that the Seller was responsible for effecting delivery at the time the damage occurred and provided that within three days after delivery both the Seller and its carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far as practicable of its nature and extent.
5. PURCHASER OBLIGATIONS
5.1 The Purchaser represents, warrants and covenants that it shall comply with all applicable laws. The Purchaser further represents, warrants and covenants that it shall ensure that it does not cause the Seller or any Group Company to violate or otherwise act in contravention of any laws applicable to the Seller or any Group Company, including Anti-Bribery Laws and Sanctions Laws.
5.2 The Purchaser represents, warrants and covenants that it shall not export, reexport, import, transfer, re-transfer, transit, tranship, sell, supply, use or dispose of any equipment, goods, commodities, software or technology supplied by the Seller in breach of Sanctions Laws.
6. PRICE & PAYMENT
6.1 Subject to the provisions of these Conditions the price of the Goods shall be as stated in the Confirmation of Order. The price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Purchaser.
6.2 All prices are stated exclusive of value added tax (“VAT”) or other applicable taxes or duties (which will be applied in accordance with the legislation in force at the tax point date) for which the Purchaser will be additionally liable. The Seller’s prices will be reviewed annually although the Seller reserves the right to review its prices more frequently including, without limitation, to reflect any increase in their cost of production, delivery, provision or otherwise which is due to Force Majeure (“Review Date”) and where the Seller has supplied Goods after such a Review Date but without reflecting any increase in the price of the Goods to be effective as at such date then the Seller shall be entitled to retrospectively charge the Purchaser for either the new price for the Goods (if not already invoiced) or (if already invoiced) for the difference between the price paid by Purchaser and the new price for the Goods effective as from the relevant Review Date.
6.3 The Seller shall be entitled to send the invoice for the Goods to the Purchaser once the Seller notifies the Purchaser that the Goods are ready for collection or have been delivered or delivery has been wrongfully refused by the Purchaser ("Despatch") or when the Goods are ready for Despatch but are prevented or delayed from being Dispatched due to Force Majeure. All discrepancies between the Price and the invoice must be notified by the Purchaser to the Seller within 10 Working Days of the date of invoice.
6.4 The Purchaser shall pay the Price plus any VAT strictly in accordance with the Payment Terms. Non-compliance with the Seller’s Payment Terms shall constitute a breach of these Conditions. In the event of such a breach the Seller may without prejudice to any other of its rights:
6.4.1 terminate the Contract;
6.4.2 charge interest to accrue on a daily basis at the rate of 8% per annum above the Bank of England base rate valid from time to time. Such interest shall be calculated from the due date to the actual date of payment, such interest to be paid monthly. The Purchaser and the Seller consider such interest rate to be fair and reasonable and to be a substantial remedy for the purpose of compensating the Seller for late payment as such terms are used within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998;
6.4.3 recover all direct expenses reasonably incurred by the Seller in collecting or attempting to collect amounts of the Price outstanding;
6.4.4 demand payment of all outstanding balances from the Purchaser whether due or not and/or cancel all outstanding orders and/or decline to make further deliveries;
6.4.5 appropriate any payment made by the Purchaser to such of the Goods as the Seller may think fit.
6.5 The Purchaser shall pay all amounts due under the Contract in full without any deduction, or withholding or set-off and the Purchaser shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by the Seller to the Purchaser.
6.6 In addition to any right or lien to which the Seller may by law be entitled the Seller shall in the event of the Purchaser’s insolvency or the Purchaser failing to render payment for any Goods supplied by the Seller when due be entitled to a general lien on all goods of the Purchaser in the Seller’s possession for the unpaid price of any Goods sold and delivered by the Seller under the same or any other contract.
6.7 In addition and without prejudice to its other rights the Seller may on 14 days' notice to the Purchaser sell any goods of the Purchaser on which the Seller has a lien and shall be deemed the Purchaser’s agent for the purposes of effecting such sale. The Seller may apply the proceeds of sale towards the satisfaction of sums due from the Purchaser without prejudice to the Seller’s right to recover the balance thereof from the Purchaser.
6.8 All Goods for which the Payment Terms have not been complied with and which are held by the Seller at its premises are so held at the Purchaser's risk.
7. RETENTION OF TITLE
7.1 Title to the Goods shall not pass to the Purchaser until the Seller has received payment in full (in cash or cleared funds) for:
7.1.1 the Goods; and
7.1.2 any other goods or services that the Seller has supplied to the Purchaser in respect of which payment has become due.
7.2 Until title to the Goods has passed to the Purchaser, the Purchaser shall:
7.2.1 hold the Goods on a fiduciary basis as the Seller’s bailee;
7.2.2 store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Seller’s property;
7.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.2.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.2.5 notify the Seller immediately if it becomes subject to any of the events listed in clause 8.3; and
7.2.6 give the Seller such information relating to the Goods as the Seller may require from time to time, but the Purchaser may resell or use the Goods in the ordinary course of its business.
If before title to the Goods passes to the Purchaser the Purchaser becomes subject to any of the events listed in clause 8.3, or the Seller reasonably believes that any such event is about to happen and notifies the Purchaser accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Purchaser to deliver up the Goods and, if the Purchaser fails to do so promptly, enter any premises of the Purchaser or of any third party where the Goods are stored in order to recover them.
8. TERMINATION & SUSPENSION
8.1 Where the Seller is unable to manufacture, supply or deliver the Goods by its normal route or means of delivery owing to any of the following:-
8.1.1 the Purchaser’s failure to supply any necessary information; or
8.1.2 Force Majeure,
then the Seller shall not be liable for any failure to perform or for any delay in the performance of its obligations under the Contract and shall have the right on giving written notice to the Purchaser and without incurring any liability to the Purchaser to suspend further performance of this Contact for a period (not exceeding 3 months) equal to the continuance of any such impediment preventing the Seller from performing its obligations.
8.2 At the end of any period of suspension without performance of the Contract under clause 8.1 either party may terminate this Contract immediately by notice in writing to the other.
8.3 In the event that, or in the event that the Seller reasonably believes that the Purchaser is about to become subject to any of the following:-
8.3.1 the Purchaser is in arrears in making any payment due to the Seller under any Contract;
8.3.2 the Purchaser’s stated credit limit with the Seller has been reached;
8.3.3 the Purchaser shall be involved in any legal proceedings in which its solvency is in question;
8.3.4 the Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
8.3.5 the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
8.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
8.3.7 a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.3.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser;
8.3.9 the holder of a qualifying charge over the Purchaser's assets has become entitled to appoint or has appointed an administrative receiver;
8.3.10 a person becomes entitled to appoint a receiver over the Purchaser's assets or a receiver is appointed over the Purchaser's assets;
8.3.11 any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause 8.3;
8.3.12 the Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
8.3.13 the Purchaser's financial position deteriorates to such an extent that in the Seller's opinion the Purchaser's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
8.3.14 the Purchaser shall cease or threaten to cease to trade or if in the opinion of the Seller serious doubts arise as to the Purchaser’s solvency; or
8.3.15 the Purchaser shall default in or commit any breach of any of its obligations to the Seller under these Conditions,
then the Seller may (without prejudice to its other claims and rights under the Contract) suspend further work and/or deliveries under any Contract with the Purchaser and/or under any other contract between the Seller and the Purchaser and require immediate payment of all amounts then due to the Seller and further payment in advance before making any further deliveries under any Contract (notwithstanding agreed credit terms).
8.4 If any payment falling due in accordance with clause 8.3 or any part of it remains in arrears for 7 days after the Seller has demanded it in writing then the Seller may treat the Contract as wrongfully repudiated by the Purchaser and shall have the further right to cancel that and/or any other Contract with the Purchaser without prejudice to any claim for damages it may have against the Purchaser without incurring any liability to the Purchaser for failure to deliver or perform and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any agreement to the contrary.
8.5 When a Contract is terminated or suspended under clause 8.3 then the Seller shall be entitled to charge the Purchaser with any interest, insurance, transport, storage or other costs and charges arising from any such termination or suspension.
8.6 Apart from the right conferred on the Purchaser by clause 8.2 the Purchaser shall have no right to suspend deliveries or otherwise to postpone performance of any Contract by either party nor to terminate any Contract for any reason other than the Seller’s repudiation of it.
9. INSPECTION & CLAIMS
9.1 The Purchaser shall procure that and shall be deemed to have carried out a thorough inspection and testing of the Goods and quantified the Goods immediately upon delivery and in any event before they are resold or cut, processed or otherwise dealt with by or on behalf of the Purchaser.
9.2 Claims in respect of short delivery, damage to the Goods in transit, defects or errors in quality or description or quantity reasonably discoverable on such an inspection or testing shall be made by the Purchaser in writing by fax backed up by hard copy written notice in the post within 3 days of the Delivery Date where the short delivery, damage, defect or error was apparent on inspection or which would have been apparent on reasonable inspection or otherwise within 3 days of the date upon which the shortage, damage, defect or error became apparent to the Purchaser or ought reasonably to have become apparent to the Purchaser specifying (in such detail as the Seller shall reasonably require) the shortage in or damage to the Goods. The Purchaser shall not be entitled to make any claim based upon the quality or condition of the Goods or any failure of the Goods to meet the specification after the expiration of 6 months from the Delivery Date. In the absence of such a claim the Goods shall be deemed to have been delivered and accepted by the Purchaser complete and satisfactorily.
9.3 The Seller shall have no liability to the Purchaser in relation to non-delivery of the Goods unless such non-delivery is notified to the Seller in writing within 7 days of the Delivery Date.
9.4 It is the Purchaser’s entire responsibility to satisfy himself that the Goods are suitable for the purpose and/or conditions for which they are required.
9.5 Where a complaint or claim has been made in respect of Goods proved to be or alleged to be defective then the Seller may suspend delivery of any Goods which may have the same of similar defect or alleged defect until the validity of such complaint/claim has been finally determined and in such a case any Delivery Date shall be postponed accordingly.
10.1 Where the Goods are alleged to have defects or errors in quality or description the Purchaser shall notify the Seller pursuant to the provisions of clause 8 above and where possible shall afford the Seller an opportunity of examining the Goods before they are resold or cut, processed or otherwise dealt with and further:-
10.1.1 the Purchaser shall give the Seller a reasonable opportunity of correcting any remedial defects or errors at the Seller’s own cost; and
10.1.2 the Purchaser shall at the Seller’s request and cost return them to the Seller on the basis that the Seller will thereafter reimburse to the Purchaser the cost of such return provided that it is reasonable; and
10.1.3 if the Purchaser agreed an allowance with the Seller in respect of such matters then such allowance shall be accepted by the Purchaser in full and final settlement of all claims in respect of any such matters.
10.2 The Seller’s liability (if any) to the Purchaser in respect of the Goods shall be limited at the Seller’s option either to give a refund of the amount paid by the Purchaser to the Seller, or a reasonable credit or allowance for those of the Goods proved to be defective or replacing them at the agreed point of delivery. The Seller shall have no further liability to the Purchaser except in
the case of death or personal injury caused by the negligence of the Seller or fraud or deceit on the part of the Seller or the Seller's liability for breach of the obligations arising from section 12 of the Sale of Goods Act 1979.
10.3 The Seller shall not be liable to repair or replace defective Goods or part thereof if the Goods or part thereof have been subject to any misuse, unauthorised repair, replacement modification or alteration or have been improperly stored or have not, been installed by suitably qualified personnel in accordance with the Seller's instructions, requirements of relevant legislation or regulations.
10.4 The Seller shall not be liable to compensate the Purchaser for any loss of profit, business, contracts, revenues or anticipated savings or for any special, indirect or consequential damage or loss whatsoever.
10.5 For the avoidance of doubt:-
10.5.1 the Seller shall not be liable for any adverse effects resulting from the application to the Goods of any process, operation or treatment unless the intended application has been approved in writing by the Seller in the Confirmation of Order;
10.5.2 no liability shall be accepted by the Seller for Goods processed in any way or cut or otherwise dealt with unless the prior written agreement of the Seller has been obtained in the Confirmation of Order;
10.5.3 Goods may only be returned by the Purchaser if so previously agreed by the Seller in which case the Seller’s certificate as to the quantity of returned Goods shall be final and binding; and
10.5.4 the Seller shall accept no responsibility for any defects in the Goods which arise directly or indirectly by virtue of any inherent defects in any materials supplied by the Purchaser, by virtue of any errors in specifications or designs supplied by the Purchaser or by virtue of any failure of materials supplied by the Purchaser to conform to any and all applicable legal and/or regulatory requirements.
10.6 No warranties are given in relation to the Goods and all warranties, conditions or other terms implied by statute or common law or custom of the trade or otherwise and whether as to quality, condition, performance, or fitness for any purpose or otherwise are hereby expressly excluded to the fullest extent permitted by law.
10.7 The Seller makes no warranty as to the accuracy of all general drawings including weights and dimensions issued by the Seller and such drawings and any descriptions and illustrations contained in any catalogue, price list or other advertising material are for information only and are a general description of the Goods and do not form part of the Contract.
10.8 The Purchaser shall indemnify the Seller against all Loss (including without limitation the Price in respect of Goods completed, costs incurred by the Seller in respect of partially completed Goods, reasonable cancellation charges incurred by the Seller due to any subcontracts entered into to perform the Contract and estimated profits on the Goods under the Contract on which work by the Seller has not been started) suffered by the Seller
which arises as a result of the cancellation of the Contract by the Purchaser, the breach by the Purchaser of any provision of the Contract or statutory duty or the negligence of the Purchaser or any of its representatives.
11.1 Any concessions, latitude, or waiver made or allowed by the Seller of any breach of the Contract by the Purchaser shall not be considered as a waiver of any subsequent breach of the same or any other provisions. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.2 Each and every clause, sub-clause and provision shall be separate and severable and enforceable accordingly and any provision of these Conditions which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
11.3 If the Purchaser uses or sells the Goods in such a manner so as to incur liability to any third party then such liability shall be the sole responsibility of the Purchaser which shall indemnify the Seller from and against any such liability.
11.4 The Purchaser shall not make any representations, warranties or guarantees with reference to Goods supplied by the Seller except such as are consistent with these Conditions.
11.5 The Seller shall be entitled to assign or sub-contract all or any of its rights and obligations hereunder. The Purchaser shall not be entitled to assign transfer sub-contract or otherwise delegate any of its rights or obligations hereunder.
11.6 The parties intend that no term of these Conditions may be enforced by any person, entity or body that is not a party to the Contract.
11.7 All Contracts shall be governed by English Law and the English Courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to enforcement where their jurisdiction shall be nonexclusive.
11.8 These Conditions supersede all previous Conditions of Sale of the Seller.
11.9 Any notice or communication required or permitted to be given by either party to the other under these Conditions shall be given in writing at the registered office or principal place of business or such other address as may
be notified for such purpose to the party giving notice. A notice or other communication shall be deemed to have been received: 11.9.1 if delivered personally, when left at such address;
11.9.2 if sent by pre-paid first class post or recorded delivery, at 9am on the second Working Day after posting;
11.9.3 if by air mail, at 9am on the fifth Working Day after posting; or
11.9.4 if by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
11.9.5 if sent by fax or email, one Working Day after transmission.
11.10 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that the provision as amended, re-enacted or extended at the relevant time.
11.11 The headings in these Conditions are for convenience only and shall not affect their interpretation.
NGF Europe Limited
Lea Green Road, St Helens, England WA9 4PR Tel: 44 (0) 1744 853065 Fax: 44 (0) 1744 816147